SMS Management & Technology : ASG Scheme of Arrangement becomes Effective

SMS Management & Technology

Level 41 140 William Street Melbourne VIC 3000

Australia T 1300 842 767

www.smsmt.com

Adelaide Brisbane Canberra Melbourne Sydney Perth Hong Kong Singapore

ASX ANNOUNCEMENT

7 September 2017

Scheme of Arrangement becomes effective

Further to the announcement on Wednesday 6 September 2017, SMS Management & Technology Limited (ASX: SMX) (SMS) confirms that an office copy of the orders made by the Supreme Court of Victoria, approving the scheme of arrangement for the proposed acquisition of SMS by ASG Group Limited (Scheme), has been lodged with the Australian Securities and Investments Commission this morning. A copy of the Court orders approving the Scheme is attached to this announcement.

Accordingly, pursuant to section 411(10) of the Corporations Act 2001 (Cth), the Scheme is now legally effective.

Now that the Scheme is effective, the special dividend of 10.2 cents per SMS share, announced by SMS on 1 September 2017, will be paid to SMS shareholders on the SMS Share Register at the special dividend record date (7.00pm on Monday, 11 September 2017). The payment date of the special dividend is Monday, 18 September 2017. The Scheme Consideration (being $1.80 in cash per SMS share) will be reduced by the cash value of the special dividend paid (being 10.2 cents per SMS share), to $1.698 per SMS share.

It is expected that trading in SMS's shares on ASX will be suspended from close of trading today.

Further Information

No action is required by SMS shareholders.

SMS shareholders can obtain further information by contacting the SMS Shareholder Information Line, which is available between 8:30am and 5:30pm (Melbourne time) Monday to Friday on 1300 970 086 (within Australia) or [phone] (outside Australia).

About SMS

SMS is an ASX-listed Australian business specialising in business and IT advisory, technology solutions, managed services and recruitment. SMS cultivates innovation, digital, mobile and design-led business and technology capability to empower organisations across all industry sectors. With over 1,400 staff across Australia, Hong Kong, Singapore and the Philippines, SMS promotes and delivers next-generation customer-centric outcomes for our clients.

For more information please visit www.smsmt.com

SMS Management & Technology Limited ACN 009 558 865 SMS Consulting Group Ltd ACN 006 515 028

M&T Resources Pty Ltd ACN 132 349 458 SMS Management & Technology Asia Pty Ltd ACN 141 797 480 SMS Management & Technology Malaysia Pty Ltd ACN 156 456 361 SMS Management & Technology Singapore Pty Ltd ACN 143 117 819 SMS Management & Technology Vietnam Pty Ltd ACN 110 232 623

IN THE SUPREME COURT OF VICTORIA AT MELBOURNE COMMERCIAL COURT REDCREST CORPORATIONS LIST IN THE MATTER OF SMS MANAGEMENT & TECHNOLOGY LIMITED

ACN 009 558 865

SMS MANAGEMENT & TECHNOLOGY LIMITED

Plaintiff

GENERAL FORM OF ORDER JUDGE: The Honourable Justice Robson DATE MADE: 6 September 2017 ORIGINATING PROCESS: Originating Process filed 4 February 2016 HOW OBTAINED: On the adjourned hearing of the Originating Process

ATTENDANCE: Mr R. D. Strong of counsel for the Plaintiff

Mr J Redwood of counsel for ASG Group Limited

OTHER MATTERS: The Court received into evidence the affidavit of Katrina

Anne Sleiman affirmed 6 September 2017 and the exhibits thereto.

There has been produced to the Court a statement in writing by the Australian Securities and Investments Commission ("the Commission") in accordance with section 411(17)(b) of the Corporations Act 2001 (Cth) stating that the Commission has no objection to the scheme of arrangement between the Plaintiff and its members referred to in this Order.

Associate Justice Efthim has by order made on

5 September 2017 declared that the meeting of the members of the Plaintiff convened pursuant to the order of the Honourable Justice Robson made on First Hearing and held on 1 September 2017 was duly convened and held and the resolution considered by the said meeting was duly passed.

THE COURT ORDERS THAT:

1. Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) ("Act"), the scheme of arrangement between the Plaintiff and its members agreed to by the said members at the meeting convened pursuant to the order of the Honourable Justice Robson made at

   2

   the First Hearing and held on 1 September 2017, the terms of which are set out in the document annexed as Schedule 1 to this order, be and is hereby approved.

2. The Plaintiff be exempted from compliance with section 411(11) of the Act in relation to this order.

3. This order be drawn up by the solicitors for the Plaintiff and it be signed by the Honourable Justice Robson pursuant to rule 60.02(2) of the Supreme Court (General Civil Procedure) Rules 2015.

SCHEDULE 1 - SCHEME

'R	R	S
AM		BE

567 Collins Street, Melbourne VIC 3000, Australia

GPO Box 9925, Melbourne VIC 3001, Australia CO

Tel [phone] C H RS

Fax [phone]

www.corrs.com.au

WESTGAR TH

lawyers

Sydney Melbourne Brisbane

Perth

SMS Management & Technology Limited Scheme Participants

Scheme of Arrangement

Pursuant to section 411 of the Corporations Act

3439-5969-7669v4

© Corrs Chambers Westgarth